TERMS & CONDITIONS

PLEASE READ THESE TERMS (AS DEFINED BELOW) CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

The Aqua Studio NY, LLC (“Aqua Studio,” “we” or “us”) website allows users to receive information about Aqua Studio and register, cancel and pay for services offered at Aqua Studio facilities.

 This Terms and Conditions of Service (the “Terms”) is a legally binding agreement made by and between Aqua Studio, on behalf of itself or its affiliates, and you, personally, and if applicable, on behalf of the entity for whom you are using the Web Site (as defined below) (collectively, “you”).  The Terms govern your use of the web sites owned or operated by us (individually and collectively, the “Web Site”) and the services we offer on the Web Site and at Aqua Studio’s facilities (collectively, the “Services”).

BY ACCESSING OR USING ANY PART OF THE WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS.  IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITE.

INTERNET TECHNOLOGY AND THE APPLICABLE LAWS, RULES, AND REGULATIONS CHANGE FREQUENTLY.  ACCORDINGLY, AQUA STUDIO RESERVES THE RIGHT TO MAKE CHANGES, IN ITS SOLE DISCRETION, TO THE TERMS AT ANY TIME WITHOUT YOUR CONSENT.  Although Aqua Studio may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version of the terms, which will always be posted on the Web Site.  YOUR CONTINUED USE OF THE WEB SITE CONSTITUTES ASSENT TO ANY NEW OR MODIFIED PROVISION OF THE TERMS THAT MAY BE POSTED ON THE WEB SITE.

(1) Using the Web Site

Eligibility.  Use of the Web Site is void where prohibited.  The Web Site is intended solely for users who are 18 years of age or older.  Any registration by, use of or access to the Web Site by anyone under 18 years of age is unauthorized, unlicensed and in violation of these Terms.  By using the Services or the Web Site, you represent and warrant that you are 18 years of age or older and that you agree to abide by all of the Terms.

License and Restrictions.  Subject to the Terms, you are hereby granted a limited, non-exclusive right to use the content and materials on our Web Site in the normal course of your use of the Web Site.  We will retain ownership of our intellectual property rights and you will not obtain any rights therein by virtue of the Terms or otherwise.  You will have no right to use, copy, display, perform, create derivative works from, distribute, transmit or sublicense materials or content available on the Web Site, except as expressly set forth in the Terms.

Prohibited Conduct.  In your use of the Web Site, you may not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party, or submit content that is harassing, obscene, threatening, defamatory, or otherwise inappropriate; (ii) disrupt or interfere with the security or use of the Web Site or any web sites linked to the Web Site; (iii) interfere with or damage the Web Site, including without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iv) impersonate another person or entity, misrepresent your affiliation with a person or entity, including without limitation, us, or use a false identity; (v) attempt to obtain unauthorized access to the Web Site; (vi) engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect or use, for any purpose, information about other users or the Web Site without their or our express written consent; (viii) submit false or misleading information to us; (ix) violate any applicable law, rule, or regulation; (x) engage in any activity that interferes with any third party’s ability to use or enjoy the Web Site; or (xi) assist or encourage any third party in engaging in any activity prohibited by the Terms.

(2) Password and Account Security

Registration.  You may create your own account on the Web Site by completing the online registration process on the Web Site.  In doing so, you must provide us with accurate and complete registration information, and update it if this information changes.  It is particularly important to keep the e-mail address associated with your account current because although you may be able to log into your Web Site account using an old e-mail address, you will not be able to receive messages from us.

Accounts and Passwords.  Following registration, we will create an account for you and assign you, or allow you to select, a password.  You must keep your password confidential.  You will be responsible for all use of your password, including without limitation, any use by any unauthorized third party.  You must notify us immediately if you believe your password may be used by any unauthorized person or entity.  For security purposes, we recommend you change your password often.  Under no circumstance should you respond to a request for your password.  Our employees will never ask for your password.  You must notify us immediately if you receive such a request.  We reserve the right to suspend or terminate your use of the Web Site if we believe that your password is being used without permission or otherwise in a manner that may disrupt the Web Site.  You may never use another person’s account without permission.  Although Aqua Studio will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Aqua Studio or others due to such unauthorized use.

(3) Reservations/Series

You must pay in advance prior to making a reservation for a class.  If you have an account with us, you may buy a series and make your reservation through your account.  If you own a series or group of classes, you should be aware that series expire and class and future series prices are subject to change.  We accept MasterCard, Visa, American Express and Cash.  You can reserve classes up to 2 weeks in advance. Deadlines apply regardless of available functionality.  Your credit/debit card will be charged for your order when you submit or make your reservation.  Aqua Studio will not process reservation charges that use an incorrect, expired, or over-the-limit credit card.  We will make our best efforts to contact you if this occurs.  If you fail to pay any fees or charges when due, services or privileges may be suspended or terminated.  You shall be responsible and liable for any fees, including attorneys’ fees and collection costs, that Aqua Studio may incur in its efforts to collect any unpaid balances from you.

In order to cancel an Aqua Studio class, you must unreserve 24 hours before the beginning of the class.  Once you properly cancel your class, that class will be returned to your series to be used at a future date.  If you haven’t cancelled your class within 24 hours before the beginning of the class, your scheduled class will be charged to your series.

(4) Your Content/License

By posting, storing, or transmitting any content on or to the Web Site, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and sublicense such content in any form, in all media now known or hereinafter created, anywhere in the world.  You hereby irrevocably waive any claims based on moral rights or similar theories, if any.

(5) Accuracy of Information

We attempt to ensure that the information on the Web Site is complete and accurate; however, this information may contain typographical errors, pricing errors, and other errors or inaccuracies.  We assume no responsibility for such errors and omissions, and reserve the right to:  (i) revoke any offer stated on the Web Site; (ii) correct any errors, inaccuracies or omissions; and (iii) make changes to prices, content, promotions, product descriptions or specifications, or other information on the Web Site.

(6) Fees

You acknowledge that Aqua Studio charges fees for the Services, and Aqua Studio reserves the right to change its fees from time to time in its sole discretion.  Notwithstanding anything herein to the contrary, if Aqua Studio terminates your registration because you have breached these Terms, you may not be entitled to a refund of any unused portion of your registration, series or other fees.

(7) Sales Tax

If you purchase any products available on the Web Site, such as classes or merchandise (“Products”), you will be responsible for paying any taxes indicated on the Web Site, if any.  Class registration may be subject to additional terms.

(8) Class Registration

All class registrations offered through the Web Site, whether for purchase or granted on a trial basis, are subject to your agreement to the applicable customer agreement provided to you by Aqua Studio and the terms and conditions therein, which you must agree to and sign prior to being permitted to use the facilities.  Your use of the facilities is also subject to all of our rules and regulations.

(9) Fraud

We reserve the right, but undertake no obligation, to actively report and prosecute actual and suspected credit card fraud.  We may, in our discretion, require further authorization from you such as a telephone confirmation of your order and other information.  We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected.  We may capture certain information during the order process, including time, date, IP address, and other information that will be used to locate and identify individuals committing fraud.  If any Web Site order is suspected to be fraudulent, we reserve the right, but undertake no obligation, to submit all records, with or without a subpoena, to all law enforcement agencies and to the credit card company for fraud investigation.  We reserve the right to cooperate with authorities to prosecute offenders to the fullest extent of the law.

(10) Security

We employ measures designed to ensure the security of the Web Site, but, as provided below, make no guarantees in this regard.

(11) Intellectual Property Rights

Copyright.  All materials on the Web Site, including without limitation, the logos, design, text, graphics, other files, and the selection and arrangement thereof are either owned by us or are the property of our suppliers or licensors.  You may not use such materials without our express prior written consent.

Trademarks.  All trademarks on the Web Site are owned or licensed by us.  Page headers, custom graphics, button icons and scripts are trademarks or trade dress we own.  You may not use any of these trademarks, trade dress, or trade names without our express prior written consent.

(12) Third-Party Services

We may use third parties to provide certain services accessible through the Web Site and may provide links to third-party web sites.  We do not control those third parties, their services, or their web sites.  We will not be liable to you in any way for your use of such services or web sites.  These third parties may have their own terms of use and other policies.  You must comply with such terms and policies as well as these Terms when you use these services and websites.  Accordingly, we encourage you to be aware when you leave the Web Site and to read the terms and conditions and privacy policy of each other website that you visit.

(13) Linking and Framing

You may not deep link to portions of the Web Site, or frame, inline link, or similarly display any of our property, including without limitation, the Web Site.  You may not use any of our logos or other trademarks as part of a link without express written permission.

(14) Comments

All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your use of the Web Site (collectively, “Comments”) will become our exclusive property.  Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory.  You will, at our cost, execute any documents to affect, record, or perfect such assignment.  Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments.  You should not submit any Comments to us if you do not wish to assign such rights to us.  We are and will be under no obligation:  (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments.  You are and shall remain solely responsible for the content of any Comments you make.

(15) Indemnification

You agree to hold us and our employees, representatives, agents, attorneys, affiliates, officers, managers and members (the “Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought or asserted against any of the Indemnified Parties arising from, related to, or connected with your use of the Web Site or the Services.  If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense.  Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without our express prior written consent.

(16) Waiver and Release

By signing up for and/or attending classes, events, activities, and other programs and using the premises, facilities and equipment (individually and/or collectively, the “Classes and Facilities”) of Aqua Studio, I hereby acknowledge on behalf of myself, my heirs, personal representatives and/or assigns, that there are certain inherent risks and dangers in aqua cycling and use of exercise equipment in association with the Classes and Facilities.  I acknowledge that some of these risks cannot be eliminated regardless of the care taken to avoid injuries.  I also acknowledge that the specific risks vary from one activity to another, but range from (i) minor injuries such as scratches, bruises, and sprains; (ii) major injuries such as eye injury or loss of sight, joint or back injuries, heart attacks, and concussions; and (iii) catastrophic injuries including paralysis and death.  At all times, I shall comply with all stated and customary terms, posted safety signs, rules, and verbal instructions given to me by Aqua Studio employees and/or staff members.  If in the subjective opinion of the Aqua Studio staff, I would be at physical risk participating in Aqua Studio’s Classes, I understand and agree that I may be denied access to the Classes and Facilities until I furnish Aqua Studio with a letter from my medical doctor, at my sole cost and expense, specifically addressing Aqua Studio’s concerns and stating that Aqua Studio’s concerns are unfounded.  In consideration of being allowed to participate in and access the Classes and Facilities, I hereby (i) agree to assume full responsibility for any and all injuries or damage which are sustained or aggravated by me in relation to the Classes and Facilities, (ii) release, indemnify, and hold harmless Aqua Studio, its direct and indirect affiliates, and each of their respective officers, directors, members, managers employees, representatives and agents, and each of their respective successors and assigns and all others, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages, and liabilities to the fullest extent allowed by law arising out of or in any way related to participation in the Classes or use of the Facilities, and (iii) represent that I (a) have no medical or physical condition that would prevent me from properly using any of Aqua Studio’s Classes and Facilities, (b) do not have a physical or mental condition that would put me in any physical or medical danger, and (c) have not been instructed by a physician to not participate in physical exercise. I acknowledge that if I have any chronic disabilities or conditions, I am at risk in using Aqua Studio’s Classes and Facilities, and should not be participating in any Classes.

(17) DISCLAIMERS, EXCLUSIONS AND LIMITATIONS

GENERAL.  YOU AGREE THAT YOUR USE OF THE WEB SITE SHALL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, AQUA STUDIO, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEB SITE AND YOUR USE THEREOF.  AQUA STUDIO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEB SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEB SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR DEATH OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEB SITE OR FROM THE CONDUCT OF ANY USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEB SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEB SITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB SITE. AQUA STUDIO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEB SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND AQUA STUDIO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.  THE SERVICES ARE PROVIDED “AS-IS” AND AS AVAILABLE AND AQUA STUDIO EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  AQUA STUDIO CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES.

HEALTH RELATED INFORMATION.  WE PROVIDE INFORMATION ON THE WEB SITE FOR INFORMATIONAL PURPOSES ONLY.  IT IS NOT MEANT AS A SUBSTITUTE FOR THE ADVICE OF A DOCTOR OR OTHER HEALTH CARE PROFESSIONAL.  YOU SHOULD NOT USE THE INFORMATION AVAILABLE ON OR THROUGH THE WEB SITE FOR DIAGNOSING OR TREATING A MEDICAL CONDITION.  YOU SHOULD CAREFULLY READ ALL PRODUCT INSTRUCTIONS PRIOR TO USE.

LIMITATION OF LIABILITY.  IN NO EVENT WILL AQUA STUDIO BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES RESULTING FROM YOUR USE OF THE WEB SITE, OR ON ANY OTHER HYPER LINKED WEBSITE, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, INCLUDING ANY CLAIMS WAIVED BY YOU CLAIMS PREVIOUSLY IN THIS AGREEMENT OR OTHER EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ALL INFORMATION IS PROVIDED BY AQUA STUDIO ON AN “AS IS” BASIS ONLY.  AQUA STUDIO PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.

(18) Force Majeure

We will not be liable for failing to perform under these Terms because of any event beyond our reasonable control, including without limitation, a labor disturbance, an internet outage or interruption of service, a communications outage, failure by a service provider to perform, fire, terrorism, natural disaster or war.

(19) WAIVER OF CLASS ACTION RIGHTS

BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE.  ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY.

(20) Limitation of Actions

You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Web Site, must be filed within one (1) calendar year after such claim or cause of action arises, or forever be barred.

(21) Changes to the Web Site

We may, in our sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Web Site, temporarily or permanently, at any time without notice to you, and we will not be liable for doing so.

(22) Revised Terms

Revised Terms and Conditions Aqua Studio may at any time revise the Terms by updating this posting.  By using this Website, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms to which you are bound.

(23) Termination

We will have the right to terminate your access to the Web Site if we believe you have breached any of the Terms.  Following termination, you will not be permitted to use the Web Site.  If your access to the Web Site is terminated, we reserve the right to exercise whatever means we deem necessary to prevent unauthorized access to the Web Site, including but not limited to, technological barriers, IP mapping, and direct contact with your Internet service provider.  The Terms will survive indefinitely unless and until we choose to terminate it, regardless of whether any account you open is terminated by you or us or if you have the right to access or use the Web Site.

(24) International Use/Domestic Use/Export Restriction

We control the Web Site from our offices within the United States of America.  By choosing to access the Web Site from any location other than the United States, you accept full responsibility for compliance with all local laws that are applicable.  We make no representation that materials on the Web Site (including without limitation, any products or services available on or through the Web Site) are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited.  Further, the United States export control laws prohibit the export of certain technical data and software to certain territories.  You may not use, export or re-export any materials from the Web Site in violation of any applicable laws or regulations, including, but not limited to, any United States export laws and regulations.  In addition, no content from the Web Site may be downloaded in violation of United States or international law.  Users who access the Web Site from outside the United States of America do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable.

(25) Integration

These Terms contains the entire understanding between you and us regarding the use of the Web Site, and supersedes all prior and contemporaneous agreements and understandings between you and us relating thereto.

(26) Governing Law/Jurisdiction/Venue

You agree that: (i) the Web Site shall be deemed solely based in New York, New York; and (ii) the Web Site shall be deemed a passive website that does not give rise to personal jurisdiction over Aqua Studio or its affiliates, either specific or general, in jurisdictions other than New York, New York.  These Terms shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles.  You hereby irrevocably submit to the exclusive jurisdiction of any New York or Federal court sitting in New York County, New York over any suit, action or proceeding arising out of or relating to the Terms.  In the event any relief is sought, each party hereby irrevocably consents to, and waives all defenses of lack of personal jurisdiction and forum non-conveniens with respect to, venue and jurisdiction in the state and federal courts of New York.

(27) Additional Terms

These Terms will be binding upon each party hereto and its successors and permitted assigns.  These Terms and all of your rights and obligations under them may not be assignable or transferable by you without our prior written consent but may be assigned by Aqua Studio without restriction.  No failure or delay by a party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms.  The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect.  If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.